-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtjMc/Q7jfMrXyajNpAb039v5gDfpfN5lFMlBzcfSk6D4wtbKvaYNXX69kYXzRXC zAnSmTUw5PXUNxU2gjAF4Q== 0000898822-97-000245.txt : 19970409 0000898822-97-000245.hdr.sgml : 19970409 ACCESSION NUMBER: 0000898822-97-000245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970406 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970407 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05920 FILM NUMBER: 97576007 BUSINESS ADDRESS: STREET 1: 100 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 1997 BANKERS TRUST NEW YORK CORPORATION (Exact name of registrant as specified in charter) New York (State or other jurisdiction of incorporation) 1-5920 13-6180473 (Commission File No.) (IRS employer identification no.) 130 Liberty Street, New York, NY 10006 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 250-2500 ITEM 5. OTHER EVENTS (a) On April 6, 1997, Bankers Trust New York Corporation ("BTNY") and Alex. Brown Incorporated ("AB") announced that they have signed a definitive agreement to merge (the "Merger"). The Press Release announcing the signing is filed herewith as Exhibit 99.1. (b) On April 7, 1997, BTNY and AB held an investor and analyst meeting relating to the Merger and filed herewith as Exhibit 99.2 are the presentation materials used at the meeting (the "Presentation Materials"). -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated April 6, 1997, relating to the Merger. 99.2 Presentation Materials used at an investor and analyst meeting relating to the Merger. -3- Pursuant to the requirements of the Securities Ex- change Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BANKERS TRUST NEW YORK CORPORATION By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Senior Vice President Date: April 7, 1997 -4- EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated April 6, 1997, relating to the Merger. 99.2 Presentation Materials used at an investor and analyst meeting relating to the Merger. -5- EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Corporate Affairs Group, 130 Liberty Street, New York Mailing Address: P.O. Box 318, Church Street Station, New York, N.Y. 10008-0318 BANKERS TRUST NEW YORK CORPORATION NEWS RELEASE For Release: IMMEDIATE BANKERS TRUST AND ALEX. BROWN AGREE TO MERGE --- COMBINED FIRM WILL OFFER FULL RANGE OF GLOBAL INVESTMENT BANKING CAPABILITIES --- MERGER CREATES THE LEADING FINANCIAL SERVICES FIRM FOR HIGH- GROWTH COMPANIES New York, April 6, 1997 -- Bankers Trust New York Corporation (NYSE: BT) and Alex. Brown Incorporated (NYSE: AB) announced today that they have signed a definitive agreement to merge. The combined company will have strong capabilities in every aspect of financing and advisory services and will be the pre-eminent provider of these services to growing companies and those in rapidly changing industries. Under terms of the agreement approved unanimously by both boards of directors, each Alex. Brown common share will be exchanged for 0.83 shares of Bankers Trust common stock. Based on the April 4 closing price of Bankers Trust and Alex. Brown's primary shares outstanding, the merger will have a value of approximately $1.7 billion. On that same basis, Alex. Brown shareholders will own approximately 20% of Bankers Trust's shares outstanding after completion of the merger. The trans- action is expected to be tax-free to shareholders and accounted for on a pooling-of-interests basis. "This merger is a superb fit that significantly en- hances the combined firms' ability to provide our clients with a full range of superior services around the world," said Frank Newman, chairman of the board of directors and chief executive officer of Bankers Trust. "In a single, integrated firm, cli- ents will have the benefit of Bankers Trust's expertise in syn- dicated bank lending and high-yield bonds and Alex. Brown's strength in equities research and underwriting. We will greatly extend our advisory capabilities by adding Alex. Brown's merger and acquisition franchise with dynamic growth companies to BT Wolfensohn's M & A franchise. Alex. Brown's highly regarded services for high net worth investors offer significant opportunities to broaden our private banking ac- tivities. -more- -2- "Alex. Brown is one of the most successful and re- spected investment banking firms in the country. With this merger, we gain the leadership, talent and experience of 'Buzzy' Krongard, Mayo Shattuck and some of the best and brightest people in this business. By accelerating our growth and expanding our scope of activities, this combination will offer the talented people in both firms enormous professional opportunities in the years ahead," concluded Mr. Newman. A.B. Krongard, chairman of the board of directors and chief executive officer of Alex. Brown, said: "We are extremely excited to be joining a firm whose capabilities support and extend our core strengths. By combining the oldest investment banking firm in America with a premier global financial insti- tution known for innovation, we are creating an exceptional organization ideally positioned to serve our clients. Above all, our firms share a common culture that prizes integrity, excellence, and commitment to client service." Bankers Trust's board of directors intends to elect Mr. Krongard a director and a vice chairman of the board of Bankers Trust New York Corporation. He would join the board after the merger is completed. In addition, Mayo A. Shattuck III, currently president and chief operating officer of Alex. Brown, will be named a vice chairman of Bankers Trust New York Corporation. At the most recent meeting of Bankers Trust New York Corporation's board of directors, Yves deBalmann, co-head of investment banking and head of risk management services; Richard H. Daniel, chief financial officer; and R. Kelly Doherty, head of sales and trading and the firm's Latin Ameri- can activities were elected vice chairmen of the Corporation. Mr. deBalmann and Mr. Shattuck will jointly lead the integra- tion of the investment banking businesses of the two firms. Alex. Brown's headquarters will remain in Baltimore. Bankers Trust and Alex. Brown believe the combined firm will generate significant additions in revenue from pro- viding existing clients of the two firms with an expanded range of services and from the enhanced ability of the merged firms to attract new clients. In particular, additions are expected in equity underwriting, trading and sales; in high yield fi- nance; in risk management; and in mergers, acquisitions and advisory services. The firms also expect to benefit from the expanded range of capabilities in private banking, brokerage and investment management. The combined company expects to achieve annualized expense savings of approximately $80 million resulting from elimination of redundant operations within 12 months of close. At closing, Bankers Trust expects to recognize a one-time charge of approximately $80 million for restructuring and re- lated costs. Bankers Trust believes the transaction will be accretive to earnings per share in the second year after close. -more- -3- In connection with the transaction, Alex. Brown granted Bankers Trust an option, exercisable under certain con- ditions, to acquire shares representing 19.9% of Alex. Brown's outstanding shares. Bankers Trust has granted Alex. Brown an option to purchase up to 10% of Bankers Trust's outstanding stock, exercisable under certain conditions. The merger, which is expected to be completed by the fourth quarter of 1997, is subject to customary closing condi- tions, including certain regulatory approvals and shareholder approvals. Bankers Trust is the seventh largest U.S. banking company with assets of $120 billion and has offices in more than 55 countries with over 15,000 employees. Through its sub- sidiaries, which include Bankers Trust Company, BT Securities Corporation and Bankers Trust International PLC, the firm pro- vides investment banking, risk management, sales and trading, investment management and transaction processing services to more than 11,000 clients worldwide. In 1996, Bankers Trust ranked as the third largest underwriter of high yield debt rated single-B and below and was the second largest arranger of highly leveraged syndicated loans. Bankers Trust has more than $220 billion of assets un- der management for institutions, individuals, and families worldwide. It provides custody services for approximately $1.5 trillion of client assets. Founded in 1800, Alex. Brown has 2,700 employees in 22 offices in 13 states and the District of Columbia, and rep- resentative offices in London, Geneva, and Tokyo. In addition to the company's principal office in Baltimore, Alex. Brown has offices in New York, San Francisco, Los Angeles, Boston, Chi- cago, Dallas, Atlanta, Philadelphia and Washington, D.C. Alex. Brown has approximately 100 equity analysts covering more than 800 stocks, with more than 1,000 institu- tional clients and 115,000 high net worth clients. In 1996, Alex. Brown ranked as the largest underwriter of initial public offerings in terms of number of transactions and the fifth largest underwriter by dollar value. The firm was the largest underwriter of common stock of technology companies, based on the number of transactions, and the fourth largest underwriter based on dollar value of transactions. In healthcare, Alex. Brown was the third largest underwriter of common stock in terms of number of transactions, and the fourth largest under- writer based on dollar value. Alex. Brown has $12.5 billion of assets under management. -more- -4- This news release contains estimates of future oper- ating results for both Bankers Trust New York Corporation and Alex. Brown Incorporated. These estimates constitute forward- looking statements (within the meaning of the Private Securi- ties Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) com- petitive pressures among financial institutions increase sig- nificantly; (4) costs or difficulties related to the integra- tion of the business of Bankers Trust and Alex. Brown are greater than expected; (5) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; and (6) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. # # # For more information, contact Doug Kidd, Bankers Trust, (212) 250-7225. This and other press releases are available at http:/ /www.bankerstrust.com/press. EX-99 3 EXHIBIT 99.2 - PRESENTATION MATERIALS Exhibit 99.2 BANKERS TRUST AND ALEX. BROWN MERGER AGREEMENT _______________________________________________________________ Analyst Presentation April 7, 1997 [Bankers Trust logo] [Alex. Brown logo] [Bankers Trust logo] [Alex. Brown logo] TRANSACTION TERMS _______________________________________________________________ Terms: 0.83 shares of Bankers Trust for each share of Alex. Brown Purchase Price: $1.7 billion(1) Per Share: $68.27 at 4/4/97 close Tax & Accounting Treatment: Tax-free, pooling of interests Approvals: Customary shareholder and regulatory approvals Expected Closing: Fourth quarter 1997 Other: 19.9% option and breakup fees Strong management and employee retention program Alex. Brown Ownership of Bankers Trust Post Merger: Approximately 20%(1) (1) Based on 24.9mm Alex. Brown shares outstanding and Bankers Trust closing price of $82.25 as of 4/4/97.
-2- [Bankers Trust logo] [Alex. Brown logo] $200+MM RETENTION AND ALIGNMENT PLAN _______________________________________________________________ - Covers key senior management and top producers - Includes restricted stock/option awards & cash guarantees - Employment agreements with top 20 -3- [Bankers Trust logo] [Alex. Brown logo] TRANSACTION RATIONALE _______________________________________________________________ To make one-stop shopping a reality for Bankers Trust and Alex. Brown's clients - Alex. Brown's superior equity origination, research and distribution - Bankers Trust's structured debt financing The combined firm will offer a full range of financial products, advisory services, and industry expertise to its targeted clients around the world. -4- [Bankers Trust logo] [Alex. Brown logo] STRATEGIC RATIONALE FOR TRANSACTION _______________________________________________________________ Complementary Business Mix [CHART OMITTED: The following was contained within a triangle shape.] Leading Investment Bankers to Rapidly Growing or Changing Companies Corporate Finance US Equity for Risk Management Growing Companies BANKERS ALEX. TRUST High Yield Debt & Research BROWN BRINGS Securities Depth BRINGS Global Reach Industry Focus Premier M&A M&A for Growth Companies ALEX. BANKERS Capital BROWN TRUST BRINGS BRINGS Private Banking Private Client Brokerage -5- [Bankers Trust logo] [Alex. Brown logo] KEY BENEFITS OF TRANSACTION _______________________________________________________________ - Similar focus on rapidly growing or changing companies; little client overlap - Highly complementary product strengths and skills in investment banking - Alex. Brown's established industry expertise provides strong positioning in key growth sectors - Bankers Trust's global capabilities, local presence in 50 countries and capital base benefit Alex. Brown's clients - Private Client business adds significant presence with affluent individual investors - Excellent cultural fit; Alex. Brown's management retained - Transaction expected to add to E.P.S. in second year after closing -6- [Bankers Trust logo] [Alex. Brown logo] BANKERS TRUST'S NEW ORGANIZATION _______________________________________________________________ - Organization - Board of Directors - Management Roles -7- [Bankers Trust logo] [Alex. Brown logo] DESCRIPTION OF ALEX. BROWN ________________________________________________________________ National firm specializing in Equities and M&A for high growth and mid-cap companies in selected industries - #1 in IPOs based on number of deals completed - 52% of total revenues from capital markets - In-depth research capabilities focused on major industry sectors - More than 115,000 individual clients - Well managed - High ROE - Strong reputation -8- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S FINANCIAL SNAPSHOT ________________________________________________________________
COMPOUND GROWTH ($ millions) 1992 1993 1994 1995 1996 92-96 ---------------------------------- --------- Net revenues $445 $613 $584 $773 $1,009 23% Net income 59 89 71 96 154 27% Assets (12/31) 1,085 1,283 1,346 2,197 2,542 24% Common equity (12/31) 274 346 373 489 644 24% Return on average equity 24% 29% 20% 22% 27% 24% Compensation/ Revenue 56% 56% 56% 56% 55% 56% Five Year Average
-9- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S BUSINESSES ____________________________________________________________________________ RESEARCH INVESTMENT BANKING EQUITY SALES AND TRADING - 95 analysts - Industry focused - Over 1,000 institutional - Coverage of 829 - 152 professionals clients stocks - IPO leader - Key industries - M&A: mainly sellside - technology - Small private equity/ - consumer venture capital group - healthcare - media/ communications - financial services - industrial growth (e.g., specialty manufacturing) - transportation FIXED INCOME PRIVATE CLIENT SERVICES ASSET MANAGEMENT - Investment-grade - 454 IRs in 19 offices - Total AUM: $12.5 billion debt - Avg. production 1.9x - "Flag" Investors Family - REITs industry ($799 M) of Funds - Municipal/Public - Corporate and Executive Finance Services Division - Mortgage-Backed - Corresponent Services for Securities 44 investment firms - Largest Offices: - San Francisco - Baltimore - Boston - New York -10- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S RESULTS BY BUSINESS LINE _______________________________________________________________________
($ Millions) REVENUE INCOME BEFORE TAX BUSINESS LINE: 1994 1995 1996 1994 1995 1996 ---- ---- ---- ---- ---- ---- Equity Underwriting, $170 $277 $389 Sales & Trading M&A 63 67 92 Other Capital Markets 57 41 52 ---- ---- ---- ---- ---- ---- TOTAL CAPITAL MARKETS $290 $385 $533 $80 $118 $175 Private Client Services 203 291 362 17 46 72 Asset Management 30 39 53 6 8 11 Correspondent Services 34 44 59 12 17 26 Other 49 50 52 4 (31) (25) ==== ==== ====== ==== ==== ==== TOTAL $606 $809 $1,059 $119 $157 $259
-11- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S COMPETITIVE POSITION BY SECTOR ________________________________________________________________ RANKING BY INDUSTRY SECTORS (1996)
COMMON STOCK M&A ---------------- -------------- BY BY BY BY VALUE ISSUES VALUE DEALS ------- -------- ------- ------- Technology #4 #1 #17 #4 Healthcare 4 3 18 4 Consumer 10 6 21 10 Media/Communications 6 7 21 4 Financial Services 12 7 16 4 Manufacturing 11 4 >25 -- Transportation 3 1 21 10
Source: Securities Data Corp. -12- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S EQUITY UNDERWRITING MARKET SHARE (1993-1996) _______________________________________________________________ Lead Managed Total Equity Market Share Based on $ amount [Graph Omitted] 1993 2.7% 1994 2.9% 1995 3.9% 1996 4.9%
-13- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S IPO RANKING ________________________________________________________________ Lead Managed Initial Public Offerings - Ranked by Total Proceeds
1996 1995 No. of Total No. of Total Manager Deals Proceeds Manager Deals Proceeds ------- ------ -------- ------- ------ -------- Goldman, Sachs 1 1 Goldman, Sachs 1 1 Morgan Stanley 3 2 Morgan Stanley 3 2 Merrill Lynch 4 3 Merrill Lynch 5 3 Smith Barney 6 4 Smith Barney 5 4 ALEX. BROWN 1 5 CS First Boston 10 5 DLJ 9 6 DLJ 7 6 Lehman 7 7 Robertson, Stephen 2 7 CS First Boston 13 8 ALEX. BROWN 3 8 J.P. Morgan 16 9 PaineWebber 11 9 Salomon Brothers 11 10 Salomon Brothers 13 10 1994 No. of Total Manager Deals Proceeds ------- ------ -------- Goldman, Sachs 2 1 Merrill Lynch 2 2 Morgan Stanley 1 3 Smith Barney 6 4 Kidder, Peabody 11 5 Lehman 5 6 CS First Boston 8 7 DLJ 7 8 ALEX. BROWN 4 9 Oppenheimer 13 10
Source: Equidesk, Inc. -14- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S AFTER-MARKET PERFORMANCE _______________________________________________________________ After-Market Performance of Lead Managed IPOs - 1992-1996 [Graph Omitted] [A performance graph the X-axis of which is the number of deals and the Y-axis of which is the percentage after-market performance of lead managed IPOs for the following institutions (listed from left to right):] Number of Percentage Aftermarket Deals Performance Bear Stearns 53 44.60 Salomon Brothers 62 28.29 PaineWebber 69 42.99 CSFB 80 46.69 H&Q 93 67.76 Robertson Stephens 104 50.15 DLJ 107 46.88 Montgomery 115 79.59 Lehman 118 63.68 Smith Barney 125 50.55 Merrill Lynch 141 63.37 Morgan Stanley 144 101.27 Goldman, Sachs 153 71.85 ALEX. BROWN 156 103.34 Source: Equidesk, Inc. -15- [Bankers Trust logo] [Alex. Brown logo] ALEX. BROWN'S PRIVATE CLIENT DIVISION _______________________________________________________________ Statistical Highlights - 454 Investment Representatives (IRs) in 19 Offices - 115,000 Active Clients - Margin Loans of $1.2 Billion - $35.6 Billion in Street Name Assets -16- [Bankers Trust logo] [Alex. Brown logo] PRIVATE CLIENT INVESTMENT REPRESENTATIVE PRODUCTIVITY _______________________________________________________________ Average Production (000's) [Graph Omitted]
1994 1995 1996 ALEX. BROWN $485 $636 $799 STREET AVERAGE 279 334 420
Source: Securities Industry Association -17- [Bankers Trust logo] [Alex. Brown logo] COMBINED 1996 FINANCIALS ________________________________________________________________
($ millions, except per share BANKERS ALEX. amounts) TRUST BROWN COMBINED ------- ----- -------- Net Revenue $4,160 $1,009 $5,169 Pre-Tax Earnings 872 259 1,131 Net Income $612 $154 $766 Effective Tax Rate 30% 41% 32% E.P.S. (fully diluted) $6.74 $5.51 $6.50 Return on Avg. Common Equity 12.9% 27.2% 14.5% Total Assets (12/31/96) $120,235 $2,542 $122,777 Shareholders' Equity (12/31/96) $5,234 $644 $5,878 Tier 1 Risk Based Capital 8.7% >9.0% Capital/Capital Uses 159% 289% 185% Ineligible Revenue/Total Revenue 10% 40% 20% For illustrative purposes only as reported Unadjusted for interest factoring
-18- [Bankers Trust logo] [Alex. Brown logo] FINANCIAL BENEFITS _______________________________________________________________ - Revenue enhancements - Expense savings - Capital utilization - Tax efficiencies -19- [Bankers Trust logo] [Alex. Brown logo] E.P.S. IMPACT OF MERGER ________________________________________________________________ [GRAPH OMITTED]
CLOSING YEAR 1 YEAR 2 YEAR 3 ESTIMATED DILUTION BEFORE MERGER BENEFITS COST SAVINGS RETENTION EXPENSE ASSET GROWTH/FUNDING EFFICIENCY TAX EFFICIENCIES SUB-TOTAL INCREMENTAL REVENUES NET OF INCREMENTAL EXPENSES TOTAL BENEFIT ONE-TIME RESTRUCTURING & RELATED COSTS
-20- [Bankers Trust logo] [Alex. Brown logo] REVENUE OPPORTUNITIES FROM EXISTING CLIENTS _______________________________________________________________ ($ millions)
BUSINESS POTENTIAL REVENUE COMMENTS Equities $45-$90 Additional net underwriting revenues High Yield $30-$50 Additional net underwriting revenues M&A $10-$15 Added industry expertise for Bankers Trust, added global reach and scope for Alex. Brown Risk Management $20-$40 New opportunities in equity derivatives from strong sales and trading capabilities Margin Lending $5 Greater lending capacity Private Banking, Brokerage, Invest- ment Management $10-$20 Product cross selling opportunities Total Revenues $120-$220 Less: Incremental expenses $55-$100 PRE-TAX IMPACT $65-$120 Annualized run rate of incremental net revenues within 24 months of close
-21- [Bankers Trust logo] [Alex. Brown logo] POTENTIAL EXPENSE SAVINGS ________________________________________________________________ ($ millions)
AREA AMOUNT Investment Banking $40-$50 Other Businesses $15-$20 Corporate & Other $15-$20 Total Pre-Tax Impact $80 Annualized run rate of expense savings within 12 months of close.
-22- [Bankers Trust logo] [Alex. Brown logo] E.P.S. IMPACT OF MERGER ___________________________________________________________________ [GRAPH OMITTED]
CLOSING YEAR 1 YEAR 2 YEAR 3 ESTIMATED DILUTION BEFORE MERGER BENEFITS X COST SAVINGS X $0.25 $0.50 $0.50 RETENTION EXPENSE X (0.20) (0.25) (0.15) ASSET GROWTH/FUNDING EFFICIENCY X 0.25 0.25 0.25 TAX EFFICIENCIES X 0.20 0.20 0.20 SUB-TOTAL X 0.50 0.70 0.80 INCREMENTAL REVENUES 0.10-0.20 0.20-0.40 0.40-0.70 NET OF INCREMENTAL EXPENSES X TOTAL BENEFIT X $0.60-0.70 $0.90-1.10 $1.20-1.50 ONE-TIME RESTRUCTURING & RELATED COSTS $(0.50) X X X Based on estimated fully diluted shares
-23- [Bankers Trust logo] [Alex. Brown logo] SUMMARY _______________________________________________________________ - Leading investment bank franchise offering clients: - full range of financial services - industry focus and research depth - local strength and global presence - Enhanced capital strength - Increased distribution - Platform for growth -24- [Bankers Trust logo] [Alex. Brown logo] FORWARD-LOOKING INFORMATION _______________________________________________________________ This presentation contains estimates of future operating results for both Bankers Trust Company and Alex. Brown Incorporated. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) competitive pressures among financial institutions increase significantly; (4) costs or difficulties related to the integration of the business of Bankers Trust and Alex. Brown are greater than expected; (5) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; and (6) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. -25- [Bankers Trust logo] [Alex. Brown logo] -----END PRIVACY-ENHANCED MESSAGE-----